Jammin Java Corp. 10-Q


 


 Exhibit
10.48


 





 


 


 


NEITHER
THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES INTO
WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT ACCOMPANIED BY A LEGAL OPINION. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.


 


 





	Principal
                           Amount: $14,000.00


	Issue Date:
    November 15, 2016
	Purchase
    Price: $14,000.00	 



 


 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE
RECEIVED,
JAMMIN JAVA
CORP., a Nevada corporation
(hereinafter called the “Borrower”), hereby promises
to pay to
the order VIS VIRES
GROUP, INC.,
a New York corporation, or registered
assigns (the “Holder”) the
sum of $14,000.00 together with any interest
as set forth herein, on August
15, 2017 (the “Maturity Date”), and
to pay interest on the
unpaid principal balance hereof
at the rate of eight percent (8%) (the
“Interest Rate”) per annum
from the date hereof
(the “Issue Date”) until
the same becomes due and payable,
whether at maturity or upon acceleration
or by prepayment or otherwise.
This Note may not be
prepaid in whole
or in part except as otherwise
explicitly set forth herein. Any amount of
principal or interest on this
Note which is not paid when
due shall bear interest at
the rate of twenty two percent
(22%) per annum from the due date
thereof until the same is paid
(“Default Interest”). Interest shall
commence accruing on the date that the Note is
fully paid and shall
be computed on the basis of a
365-day year and
the actual number of days elapsed. All payments
due hereunder (to the extent not converted into common
stock, $0.001 par value per share
(the “Common Stock”) in
accordance with the terms hereof)
shall be made in lawful money of
the United States of America. All
payments shall be made at such
address as the Holder shall hereafter
give to the Borrower by
written notice made in accordance
with the provisions of this Note. Whenever
any amount expressed to be
due by the
terms of this Note is due on
any day which is not a business day,
the same shall instead be due on the next
succeeding day which is
a business day and, in the
case of any interest payment date which
is not the date on




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which
this Note
is paid
in full, the
extension of
the due date thereof shall
not be taken into account for
purposes of determining the amount of
interest due on such date. As used
in this Note, the term “business day”
shall mean any day other than a
Saturday, Sunday or a day
on which commercial banks in the
city of New York, New
York are authorized or required
by law or executive
order to remain closed.
Each capitalized term used herein, and
not otherwise defined, shall have
the meaning ascribed thereto in that
certain Securities Purchase Agreement dated the
date hereof, pursuant to which
this Note was originally issued
(the “Purchase Agreement”).


 


This
Note is
free from all
taxes, liens, claims and encumbrances with respect to
the issue thereof and
shall not be subject to
preemptive rights or other similar
rights of shareholders of the Borrower
and will not impose
personal liability upon the holder
thereof.


 


The
following terms shall
apply to this
Note:


 


ARTICLE
I. CONVERSION
RIGHTS


 


1.1 
 Conversion Right.
The Holder
shall have the right from
time to time, and at
any time during the period beginning
on the date which
is one hundred eighty (180) days
following the date of this Note
and ending on the
later of: (i) the Maturity Date
and (ii) the date of
payment of the Default Amount (as defined in
Article III) pursuant to
Section 1.6(a) or Article
III, each in respect of the remaining
outstanding principal (and accrued interest) amount of
this Note to convert all or
any part of the outstanding
and unpaid principal amount of
this Note into fully paid
and non- assessable shares of Common
Stock, as such Common
Stock exists on the Issue
Date, or any shares
of capital stock or other securities of the
Borrower into which such Common
Stock shall hereafter be
changed or reclassified at the
conversion price (the “Conversion
Price”) determined as provided
herein (a “Conversion”); provided, however, that
in no event shall the Holder be
entitled to convert any
portion of this Note in
excess of that portion of this
Note upon conversion
of which the sum of (1) the number of
shares of Common Stock beneficially
owned by the Holder and
its affiliates (other than shares of Common
Stock which may be deemed
beneficially owned through the ownership of the
unconverted portion of the Notes
or the unexercised or unconverted
portion of any other security of the
Borrower subject to a limitation
on conversion or
exercise analogous to the
limitations contained herein) and
(2) the number of shares of Common Stock
issuable upon the conversion of
the portion of this Note with
respect to which the
determination of this proviso is being
made, would result in
beneficial ownership by the
Holder and its affiliates of more than
9.99% of the outstanding shares of Common
Stock. For purposes
of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d)
of the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder, except as otherwise
provided in clause (1) of such proviso,
provided, further, however,
that the limitations on conversion
may be waived by
the Holder upon, at the election
of the Holder, not less than 61
days’ prior notice to
the Borrower, and the
provisions of the conversion limitation shall continue




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to
apply until
such 61st day (or such
later date, as determined by the
Holder, as may be specified in
such notice of waiver). The number
of shares of Common Stock to be issued
upon each conversion of this
Note shall be
determined by dividing the Conversion
Amount (as defined below) by
the applicable Conversion Price then in
effect on the date specified in
the notice of conversion, in
the form attached hereto as
Exhibit A (the “Notice of Conversion”), delivered
to the Borrower by
the Holder in accordance
with Section 1.4 below; provided
that the Notice of Conversion
is submitted by facsimile
or e-mail (or
by other means resulting in,
or reasonably expected to
result in, notice)
to the Borrower before 6:00 p.m.,
New York, New York time on
such conversion date (the
“Conversion Date”). The term “Conversion
Amount” means, with respect to any
conversion of this Note,
the sum of
(1) the principal amount of this
Note to be converted in
such conversion plus (2) at
the Holder’s option, accrued and unpaid
interest, if any, on such
principal amount at the
interest rates provided in this
Note to the Conversion Date,
plus


(3)
at the Holder’s option, Default
Interest, if any, on the amounts referred
to in the immediately preceding
clauses (1) and/or (2) plus (4) at
the Holder’s option, any
amounts owed to the Holder pursuant
to Section 1.4(g) hereof.


 


		1.2	Conversion
                                         Price.



 


(a)  
Calculation of Conversion
Price. The conversion
price (the “Conversion Price”) shall
equal the greater of (a)
$0.00009 per share; and (b) the
Variable Conversion Price (as defined herein) (subject to equitable
adjustments for stock splits, stock dividends
or rights offerings by
the Borrower relating to
the Borrower’s securities or the
securities of any subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar
events). The "Variable Conversion
Price" shall mean 65% multiplied
by the Market Price (as defined
herein) (representing a discount rate of
35%). “Market Price” means the average
of the lowest five (5) Trading
Prices (as defined below) for
the Common Stock during the ten
(10) Trading Day period ending on the
latest complete Trading Day prior to
the Conversion Date. “Trading Price”
means, for any security as of any
date, the closing bid
price on the OTCQB market, Pink
Sheets electronic quotation system or
applicable trading market (the “OTC”) as reported by a reliable reporting
service (“Reporting Service”) designated by the Holder
(i.e. Bloomberg) or, if the OTC is
not the principal trading market for such security,
the closing bid price of such
security on the principal securities exchange or trading
market where such security is listed
or traded or, if no closing
bid price of such
security is available in any
of the foregoing manners, the
average of the closing bid prices of any
market makers for such security
that are listed in the “pink
sheets”. If the Trading Price cannot
be calculated for such security on such
date in the manner provided above, the
Trading Price shall be the fair
market value as mutually determined
by the Borrower and the
holders of a majority in interest of
the Notes being converted for
which the calculation of the
Trading Price is required in order to
determine the Conversion Price
of such Notes. “Trading Day” shall
mean any day on which
the Common Stock is tradable for any
period on the OTC, or on the
principal securities exchange or other securities
market on which the Common Stock
is then being traded.




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(b)  
Conversion Price During Major
Announcements. Notwithstanding anything
contained in Section 1.2(a) to
the contrary, in the
event the Borrower (i) makes
a public announcement that it intends to
consolidate or merge
with any other corporation
(other than a merger in
which the Borrower is the
surviving or continuing corporation and its
capital stock is unchanged) or
sell or transfer
all or substantially all of
the assets of the Borrower or
(ii) any person, group or
entity (including the Borrower)
publicly announces a tender offer to purchase
50% or more of the
Borrower’s Common Stock (or any
other takeover scheme) (the date of the announcement referred
to in clause
(i) or (ii) is
hereinafter referred to as the “Announcement
Date”), then the Conversion
Price shall, effective upon the Announcement
Date and continuing through the Adjusted
Conversion Price Termination Date (as
defined below), be equal to
the lower of (x) the Conversion
Price which would have been
applicable for a Conversion occurring on the Announcement Date and
(y) the Conversion Price that would
otherwise be in effect. From and
after the Adjusted Conversion Price
Termination Date, the Conversion Price shall be
determined as set forth in this
Section 1.2(a). For purposes hereof,
“Adjusted Conversion Price
Termination Date” shall mean, with respect to
any proposed transaction or
tender offer (or takeover scheme)
for which a public announcement as
contemplated by this Section 1.2(b) has
been made, the date upon
which the Borrower (in the
case of clause (i) above) or
the person, group or entity
(in the case of clause (ii)
above) consummates or publicly announces
the termination or
abandonment of the proposed transaction
or tender offer (or
takeover scheme) which caused this
Section 1.2(b) to become operative.


 


1.3 
 Authorized Shares.
The Borrower
covenants that during the
period the conversion right exists,
the Borrower will reserve from its
authorized and unissued Common Stock a sufficient
number of shares, free from preemptive
rights, to provide for
the issuance of Common Stock upon
the full conversion
of this Note issued pursuant to
the Purchase Agreement. The Borrower
is required at all
times to have
authorized and reserved eight times the number of shares
that is actually issuable upon
full conversion of the Note (based
on the Conversion Price of
the Notes in effect from time
to time)(the “Reserved Amount”).
The Reserved Amount shall
be increased from
time to time in
accordance with the Borrower’s
obligations hereunder. The Borrower represents
that upon issuance, such shares
will be duly
and validly issued, fully paid
and non-assessable. In addition,
if the Borrower shall issue any securities
or make any
change to its capital
structure which would change the
number of shares of Common Stock into
which the Notes shall
be convertible at the
then current Conversion Price, the
Borrower shall at the
same time make proper provision
so that thereafter there shall be a sufficient number
of shares of Common Stock authorized
and reserved, free from preemptive
rights, for conversion of the outstanding
Notes. The Borrower (i) acknowledges
that it has irrevocably
instructed its transfer agent
to issue certificates for the Common
Stock issuable upon conversion of this
Note, and


(ii) 
agrees that
its issuance of this
Note shall constitute full
authority to its
officers and agents who are charged
with the duty of executing stock
certificates to execute
and issue the necessary certificates
for shares of Common Stock in accordance with the terms and conditions of
this Note.




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If,
at any
time the
Borrower does not maintain the
Reserved Amount it will be
considered an Event of
Default under Section 3.2 of the Note. , provided
that the Borrower shall have 10
Business Days to
begin to cure
the default (during which time,
if an authorized share increase
is required, the Borrower will
at the minimum
file the necessary
paperwork with the
SEC to start
the process to
increase its authorized
shares, and which if
timely completed, will not
constitute an Event
of Default), provided that such
default does not occur
after the one hundred
eighty day from the date
of the note, whereupon there
would be no cure
allowed.


 


		1.4	Method
                                         of Conversion.



 


(a)  
Mechanics of Conversion.
Subject to Section 1.1, this
Note may be converted by
the Holder in whole
or in part at
any time from
time to time after the Issue
Date, by


(A)  
submitting to
the Borrower
a Notice of Conversion (by facsimile,
e-mail or other reasonable means
of communication dispatched on the Conversion Date prior
to 6:00 p.m., New York, New York
time) and (B) subject to
Section 1.4(b), surrendering this
Note at the principal office of
the Borrower.


 


(b)  
Surrender of Note
Upon Conversion. Notwithstanding
anything to the contrary set forth
herein, upon conversion of this Note in
accordance with the terms hereof,
the Holder shall not be
required to physically
surrender this Note to the
Borrower unless the entire unpaid
principal amount of this Note is
so converted. The Holder and the Borrower
shall maintain records showing the
principal amount so converted and the
dates of such conversions or shall
use such other method, reasonably satisfactory
to the Holder and the Borrower,
so as not to require physical surrender
of this Note upon each such
conversion. In the event of any
dispute or discrepancy, such records
of the Borrower shall, prima
facie, be controlling and determinative
in the absence of manifest error. Notwithstanding
the foregoing, if any portion of
this Note is converted as aforesaid,
the Holder may not transfer this
Note unless the Holder first physically
surrenders this Note to the
Borrower, whereupon the Borrower will
forthwith issue and deliver upon the
order of the Holder a new
Note of like
tenor, registered as the Holder (upon payment
by the Holder of any applicable
transfer taxes) may request, representing
in the aggregate the
remaining unpaid principal amount of this Note. The
Holder and any assignee, by
acceptance of this Note,
acknowledge and agree that, by
reason of the provisions of this paragraph,
following conversion of a portion of
this Note, the unpaid and unconverted
principal amount of this Note represented
by this Note
may be less than
the amount stated on the face
hereof.


 


(c)  
Payment of Taxes
and Fees. The Borrower shall
not be required to
pay any tax
which may be payable in
respect of any transfer involved
in the issue and delivery of shares
of Common Stock or other securities
or property on
conversion of this Note in
a name other than that of
the Holder (or in street name),
and the Borrower shall not be
required to issue or deliver any
such shares or other securities
or property unless and
until the person or persons (other
than the Holder or the
custodian in whose street name such shares
are to be held for the Holder’s




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account)
requesting the issuance thereof shall
have paid to the
Borrower the amount of any such
tax or shall have
established to the satisfaction of
the Borrower that such tax
has been paid. The Holder shall however
pay all costs charged by the Borrower’s Transfer Agent in connection with the conversion of this Note or the issuance of
Common Stock in connection herewith.


 


(d)  
Delivery of Common
Stock Upon Conversion.
Upon receipt by the
Borrower from the Holder of
a facsimile transmission or e-mail
(or other reasonable means of
communication) of a Notice of Conversion
meeting the requirements for conversion as provided in
this Section 1.4, the Borrower
shall issue and deliver or
cause to be
issued and delivered to or upon the
order of the Holder certificates for
the Common Stock issuable upon such conversion within
three (3) business days after such
receipt (the “Deadline”) (and, solely in the
case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) in
accordance with the terms hereof
and the Purchase Agreement.


 


(e)  
Obligation of Borrower to
Deliver Common Stock.
Upon receipt by the Borrower of
a Notice of Conversion, the Holder shall
be deemed to be
the holder of record of the Common
Stock issuable upon such conversion,
the outstanding principal amount and
the amount of accrued and unpaid interest
on this Note shall
be reduced to reflect
such conversion, and, unless
the Borrower defaults on its
obligations under this Article
I, all rights with respect to the
portion of this Note being
so converted shall forthwith terminate except the
right to receive the Common Stock
or other securities, cash or
other assets, as herein provided,
on such conversion. If the
Holder shall have given
a Notice of Conversion as provided herein,
the Borrower’s obligation
to issue and
deliver the certificates for Common
Stock shall be absolute and
unconditional, irrespective of the absence of any
action by the Holder to
enforce the same, any waiver or
consent with respect to
any provision thereof, the recovery
of any judgment against any person or
any action to
enforce the same, any failure or
delay in the enforcement of any
other obligation of the Borrower
to the holder of record, or any
setoff, counterclaim, recoupment, limitation or
termination, or any breach
or alleged breach
by the Holder of
any obligation to
the Borrower, and irrespective
of any other circumstance which might otherwise
limit such obligation of the Borrower to the
Holder in connection with such
conversion. The Conversion Date specified
in the Notice of Conversion
shall be the Conversion Date so
long as the
Notice of Conversion is
received by the Borrower before
6:00 p.m., New York, New York time,
on such date.


 


(f)   
Delivery of Common Stock
by Electronic Transfer.
In lieu of delivering
physical certificates representing the Common
Stock issuable upon conversion, provided
the Borrower is participating in
the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”)
program, upon request of the Holder and its
compliance with the provisions contained
in Section 1.1 and
in this Section 1.4, the
Borrower shall use its best
efforts to cause its
transfer agent to electronically
transmit the Common Stock issuable
upon conversion to the Holder
by crediting the account of
Holder’s Prime Broker with DTC through its
Deposit Withdrawal Agent Commission (“DWAC”)
system.




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(g)  
Failure to Deliver
Common Stock Prior
to Deadline.
Without in any way
limiting the Holder’s right to pursue
other remedies, including actual damages and/or equitable
relief, the parties agree that if delivery of
the Common Stock issuable upon
conversion of this Note is
not delivered by the Deadline, unless
such failure is the result of the actions or inactions of the Holder, the Borrower shall
pay to the Holder $2,000 per day
in cash, for each
day beyond the Deadline that the
Borrower fails to deliver
such Common Stock. Such cash amount
shall be paid to
Holder by the fifth
day of the month following the month
in which it has
accrued or, at the option of the
Holder (by written notice to
the Borrower by the
first day of the month
following the month in which
it has accrued), shall
be added to the
principal amount of this Note,
in which event interest
shall accrue thereon in
accordance with the terms of this
Note and such additional principal
amount shall be convertible into Common
Stock in accordance with
the terms of this Note. The
Borrower agrees that the right
to convert is a valuable right to
the Holder. The damages
resulting from a failure, attempt to
frustrate, interference with such
conversion right are difficult if not impossible to
qualify. Accordingly the parties
acknowledge that the liquidated damages provision contained in
this Section 1.4(g) are justified.


 


1.5 
 Concerning the
Shares.
The shares of Common
Stock issuable
upon conversion of this Note
may not be sold
or transferred unless (i) such
shares are sold pursuant to an
effective registration statement under the Act
or (ii) the
Borrower or its transfer agent shall
have been furnished
with an opinion of counsel (which
opinion shall be in form,
substance and scope customary for opinions
of counsel in comparable transactions)
to the effect that the
shares to be sold or
transferred may be
sold or transferred pursuant to
an exemption from such registration
or (iii) such
shares are sold or transferred
pursuant to Rule 144 under
the Act (or a successor rule) (“Rule 144”) or
(iv) such shares are transferred
to an “affiliate”
(as defined in Rule 144) of the
Borrower who agrees to sell
or otherwise transfer the
shares only in accordance with
this Section 1.5 and who is
an Accredited Investor (as
defined in the Purchase Agreement).
Except as otherwise provided in the
Purchase Agreement (and subject
to the removal
provisions set forth below), until
such time as the shares of Common
Stock issuable upon conversion of this
Note have been registered under
the Act or otherwise may
be sold pursuant to
Rule 144 without any restriction
as to the
number of securities as of a particular date that can then
be immediately sold, each certificate
for shares of
Common Stock issuable upon conversion
of this Note that has not been
so included in an
effective registration statement or that has
not been sold pursuant to
an effective registration statement
or an exemption that permits removal
of the legend, shall bear
a legend substantially in
the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND
SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE




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SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY
THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.”


 


The
legend set forth
above shall be
removed and
the Borrower shall issue to
the Holder a new
certificate therefore free of any
transfer legend if (i) the
Borrower or its transfer agent
shall have received an opinion
of counsel, in form, substance and scope
customary for opinions of counsel in
comparable transactions, to the effect
that a public sale or transfer
of such Common Stock may be made
without registration under the Act, which
opinion shall be accepted by
the Borrower so that the sale or
transfer is effected or (ii) in the
case of the Common Stock issuable
upon conversion of this Note, such security
is registered for sale by the
Holder under an effective registration statement filed
under the Act or otherwise may
be sold pursuant to Rule
144 without any restriction as to
the number of securities as of a particular
date that can then be immediately
sold. In the event that the Borrower does not accept the
opinion of counsel provided by
the Holder with respect to
the transfer of Securities pursuant
to an exemption from registration, such
as Rule 144 or Regulation S, at
the Deadline, it will
be considered an Event of Default
pursuant to Section 3.2 of the Note.


 


		1.6	Effect
                                         of
                                         Certain
                                         Events.



 


(a)  
Effect of Merger, Consolidation,
Etc. At
the option of the Holder, the sale,
conveyance or disposition of
all or substantially all of the
assets of the Borrower, the effectuation by
the Borrower of a transaction
or series of related transactions
in which more than 50% of
the voting power of the Borrower is
disposed of, or the
consolidation, merger or other business
combination of the Borrower with or
into any other Person (as defined below)
or Persons when the Borrower is
not the survivor shall either: (i) be
deemed to be an
Event of Default (as defined in
Article III) pursuant to
which the Borrower shall be required
to pay to
the Holder upon the
consummation of and as a condition to such transaction
an amount equal to
the Default Amount (as defined
in Article III) or (ii)
be treated pursuant to
Section 1.6(b) hereof. “Person”
shall mean any
individual, corporation, limited liability
company, partnership, association, trust or other entity
or organization.


 


(b)  
Adjustment Due to Merger, Consolidation,
Etc. If, at
any time when this
Note is issued and
outstanding and prior to conversion
of all of the Notes, there shall be
any merger, consolidation, exchange
of shares, recapitalization, reorganization,
or other similar event, as
a result of which shares
of Common Stock of the Borrower shall be
changed into the same or
a different number of shares
of another class or classes
of stock or securities of the




    	8 



    	 



    

 


 


Borrower
or another entity, or
in case of any sale or conveyance
of all or substantially
all of the assets of the
Borrower other than in connection
with a plan of complete liquidation of the
Borrower, then the Holder of this
Note shall thereafter have
the right to receive
upon conversion of this Note, upon the
basis and upon the terms and conditions
specified herein and in
lieu of the
shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities
or assets which the Holder would
have been entitled to receive
in such transaction had
this Note been
converted in full immediately
prior to such transaction
(without regard to any limitations on conversion
set forth herein), and in any
such case appropriate provisions shall
be made with respect to the
rights and interests of the Holder
of this Note to the
end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and
of the number of shares issuable upon
conversion of the Note) shall
thereafter be applicable, as nearly as
may be practicable
in relation to any
securities or assets thereafter deliverable
upon the conversion hereof. The
Borrower shall not affect any
transaction described in this Section
1.6(b) unless (a) it first gives,
to the extent practicable, thirty (30)
days prior written notice (but in
any event at least
fifteen (15) days
prior written notice) of the
record date of the special
meeting of shareholders to approve,
or if there is no such
record date, the consummation
of, such merger, consolidation, exchange of shares, recapitalization, reorganization
or other similar event or sale
of assets (during which time the
Holder shall be entitled
to convert this Note) and
(b) the resulting successor or
acquiring entity (if not the
Borrower) assumes by written instrument
the obligations of this Section 1.6(b).
The above provisions shall similarly apply
to successive consolidations,
mergers, sales, transfers or share exchanges.


 


(c)  
Adjustment Due to Distribution.
If the Borrower shall declare
or make any
distribution of its assets (or
rights to acquire
its assets) to holders
of Common Stock as a dividend,
stock repurchase, by way
of return of capital or
otherwise (including any dividend
or distribution to the
Borrower’s shareholders in cash or
shares (or rights to acquire
shares) of capital stock of a
subsidiary (i.e., a spin-off)) (a “Distribution”),
then the Holder of this Note shall
be entitled, upon any conversion of this
Note after the date of record for
determining shareholders entitled to such
Distribution, to receive
the amount of such assets which
would have been payable
to the Holder with
respect to the shares of Common
Stock issuable upon such conversion
had such Holder been
the holder of such shares of Common
Stock on the record date for
the determination of shareholders entitled to such
Distribution.


 


(d)  
Adjustment Due to Dilutive
Issuance. If, at
any time when any
Notes are issued and
outstanding, the Borrower issues
or sells, or
in accordance with this
Section 1.6(d) hereof is deemed
to have issued
or sold, any shares
of Common Stock for no consideration
or for a consideration
per share (before deduction of reasonable
expenses or commissions or
underwriting discounts or allowances
in connection therewith) or
for consideration per share
which is less than the Conversion Price in
effect on the date of such issuance
(or deemed issuance) of such shares of
Common Stock (a “Dilutive
Issuance”), then immediately
upon the Dilutive Issuance, the
Conversion Price will be reduced
to the amount of
the consideration per




    	9 



    	 



    

 


 


share
received by the
Borrower in
such Dilutive Issuance. Provided that no adjustment
shall be required
or made in connection
with the issuance
of shares of
Common Stock or securities (a)
upon conversion and/or exercise of
the Borrower’s currently outstanding
convertible promissory notes,
convertible securities, warrants and
options; (b) to officers,
employees, directors or consultants
in connection with issuances pursuant
to a stock plan
approved by the
Board of Directors of the Borrower; or (c) to
persons or entities
with whom the Borrower is
in discussions regarding an investment
in the Borrower as of the date
of the Borrower’s
entry into this Note (or
in connection with
the issuance or
grant of any securities of
the Borrower to such entities), regardless
in each case of
the conversion price or deemed
issuance price of such shares
and securities.


 


The
Borrower shall
be deemed to have
issued or sold
shares of Common Stock if the Borrower
in any manner issues
or grants any
warrants, rights or options (not
including employee stock option plans),
whether or not immediately
exercisable, to subscribe for
or to purchase Common Stock or
other securities convertible into or
exchangeable for Common Stock (“Convertible
Securities”) (such warrants, rights
and options to
purchase Common Stock
or Convertible Securities are hereinafter referred
to as “Options”)
and the price per share for which Common
Stock is issuable upon the
exercise of such Options is less
than the Conversion Price then
in effect, then the
Conversion Price shall be equal
to such price
per share. For purposes of the preceding
sentence, the “price per share
for which Common Stock is
issuable upon the exercise of such Options”
is determined by dividing (i)
the total amount, if any, received
or receivable by
the Borrower as consideration for the
issuance or granting
of all such Options, plus the minimum
aggregate amount of additional consideration, if any, payable
to the Borrower upon the
exercise of all such Options, plus,
in the case of
Convertible Securities issuable upon the
exercise of such Options, the
minimum aggregate amount of additional
consideration payable upon the conversion
or exchange thereof at
the time such Convertible Securities
first become convertible or exchangeable,
by (ii) the maximum total number
of shares of Common Stock issuable upon the exercise of all
such Options (assuming full conversion
of Convertible Securities, if
applicable). No further adjustment to
the Conversion Price will be made
upon the actual issuance
of such Common Stock upon the exercise
of such Options or upon the conversion or
exchange of Convertible Securities
issuable upon exercise
of such Options.


 


Additionally,
the Borrower shall
be deemed to have
issued or sold
shares of Common Stock if the
Borrower in any manner issues
or sells any
Convertible Securities, whether or
not immediately convertible (other than
where the same are issuable upon the
exercise of Options), and the
price per share for which Common Stock is
issuable upon such conversion or
exchange is less than
the Conversion Price then in effect,
then the Conversion Price
shall be equal to such price per
share. For the purposes of the preceding
sentence, the “price per share for
which Common Stock is issuable upon such
conversion or exchange” is determined
by dividing (i) the total amount,
if any, received or
receivable by the
Borrower as consideration for the
issuance or sale
of all such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if
any, payable to the
Borrower upon the




    	10 



    	 



    

 


 


conversion
or exchange
thereof at the
time such Convertible Securities first become
convertible or
exchangeable, by (ii)
the maximum total number of shares of Common
Stock issuable upon the
conversion or exchange of all such
Convertible Securities. No further
adjustment to the Conversion Price will
be made upon the actual issuance of such Common
Stock upon conversion or exchange of such Convertible Securities.


 


(e)  
Purchase Rights. If, at any
time when any Notes are issued
and outstanding, the Borrower issues
any convertible securities or
rights to purchase
stock, warrants, securities or
other property (the “Purchase Rights”)
pro rata to the
record holders of any class of
Common Stock, then
the Holder of this Note will be
entitled to acquire, upon the terms
applicable to such Purchase
Rights, the aggregate Purchase Rights
which such Holder could have acquired
if such Holder had held the number
of shares of Common
Stock acquirable upon complete
conversion of this Note (without
regard to any limitations on conversion
contained herein) immediately before the date on which
a record is taken for the grant, issuance or
sale of such Purchase Rights
or, if no such
record is taken, the date
as of which the record holders
of Common Stock are to
be determined for the grant, issue
or sale of such Purchase
Rights.


 


(f)   
Notice of Adjustments.
Upon the occurrence of each adjustment
or readjustment of the Conversion
Price as a result of the events described
in this Section 1.6, the
Borrower, at its expense, shall
promptly compute such adjustment or
readjustment and prepare and
furnish to the Holder a certificate
setting forth such adjustment or readjustment
and showing in detail
the facts upon which such adjustment or readjustment
is based. The Borrower shall,
upon the written request at any
time of the Holder, furnish
to such Holder a like certificate setting
forth (i) such adjustment or readjustment, (ii) the
Conversion Price at the
time in effect and
(iii) the number of shares of
Common Stock and the amount, if
any, of other securities or property
which at the time would
be received upon conversion of the
Note.


 


1.7 
Trading
Market Limitations.
Unless permitted by the
applicable rules and regulations
of the principal securities market on which the
Common Stock is then listed or
traded, in no event shall the Borrower
issue upon conversion of or otherwise
pursuant to this Note and the other
Notes issued pursuant to the
Purchase Agreement more than the
maximum number of shares of Common Stock that the
Borrower can issue pursuant to
any rule of the principal
United States securities market on which
the Common Stock is then traded
(the “Maximum Share Amount”),
which shall be 9.99%
of the total shares outstanding on the Closing Date (as
defined in the Purchase Agreement),
subject to equitable adjustment from time
to time for stock splits,
stock dividends, combinations, capital
reorganizations and similar events relating to the Common Stock occurring
after the date hereof. Once
the Maximum Share Amount has
been issued, if the Borrower fails
to eliminate any prohibitions under
applicable law or the
rules or regulations of any stock
exchange, interdealer quotation system or
other self-regulatory organization with
jurisdiction over the Borrower or any
of its securities on the
Borrower’s ability to issue shares
of Common Stock in excess of the Maximum Share Amount, in lieu
of any




    	11 



    	 



    

 


 


further
right to convert
this Note, this
will be considered an
Event of Default under Section
3.3 of the Note.


 


1.8 
Status as
Shareholder. Upon submission
of a Notice of Conversion by a Holder,
(i) the shares covered thereby (other than the
shares, if any, which cannot be
issued because their issuance would
exceed such Holder’s allocated portion
of the Reserved Amount or Maximum
Share Amount) shall be deemed converted
into shares of Common Stock and
(ii) the Holder’s rights
as a Holder of such converted portion
of this Note shall cease and terminate,
excepting only the
right to receive certificates for
such shares of Common Stock and
to any remedies
provided herein or otherwise
available at law or in equity to
such Holder because of a failure by
the Borrower to comply
with the terms of this Note.
Notwithstanding the foregoing, if
a Holder has not received certificates
for all shares
of Common Stock prior to the
tenth (10th) business day after
the expiration of the Deadline with
respect to a conversion of any
portion of this Note for
any reason, then (unless the Holder
otherwise elects to retain
its status as a holder of Common
Stock by so notifying the Borrower) the
Holder shall regain the rights
of a Holder of this Note with respect
to such unconverted portions of this
Note and the Borrower shall,
as soon as practicable, return
such unconverted Note to the
Holder or, if the Note has not
been surrendered, adjust its
records to reflect that such portion
of this Note has not been converted.
In all cases, the Holder shall
retain all of its rights and remedies
for the Borrower’s failure
to convert this Note.


 


1.9             
Prepayment. Notwithstanding
anything to
the contrary contained in this
Note, at any time during the
periods set forth on the table immediately following this paragraph
(the “Prepayment Periods”), the Borrower shall have
the right, exercisable on not less
than three


(3)
Trading Days prior written notice
to the Holder of the Note to prepay
the outstanding Note (principal and
accrued interest), in full, in
accordance with this Section 1.9. Any
notice of prepayment hereunder
(an “Optional Prepayment Notice”)
shall be delivered to the Holder of the Note at
its registered addresses and shall
state: (1) that the Borrower is
exercising its right to prepay
the Note, and (2) the
date of prepayment which shall
be not more than
three (3) Trading Days from the date
of the Optional Prepayment Notice.
On the date fixed for prepayment (the
“Optional Prepayment Date”), the
Borrower shall make payment of
the Optional Prepayment Amount (as
defined below) to Holder, or
upon the order of the Holder as
specified by the Holder in
writing to the Borrower, at least
one (1) business day prior to
the Optional Prepayment Date. If
the Borrower exercises its right to
prepay the Note, the
Borrower shall make payment to
the Holder of an
amount in cash (the “Optional
Prepayment Amount”) equal to the
percentage (“Prepayment Percentage”) as
set forth in the table
immediately following this paragraph opposite
the applicable Prepayment Period, multiplied by the sum
of: (w) the then outstanding principal
amount of this Note plus (x)
accrued and unpaid
interest on the unpaid principal amount of
this Note to the
Optional Prepayment Date plus
(y) Default Interest, if any, on the
amounts referred to in clauses (w) and
(x) plus (z) any amounts owed
to the Holder pursuant to Section
1.4(g) hereof. If the Borrower
delivers an Optional Prepayment Notice
and fails to pay the
Optional Prepayment Amount due
to the Holder of
the Note within two (2) business
days




    	12 



    	 



    

 


 


following
the Optional Prepayment Date, the
Borrower shall forever forfeit
its right to prepay the
Note pursuant to this
Section 1.9.


 


 


 


 


 


	Prepayment
    Period	Prepayment
    Percentage
	1.The
    period beginning
    on the
    Issue Date and ending on the
    date which is thirty
    (30) days following the Issue
    Date.	108%
	2.The
    period beginning  on
    the date which is thirty- one
    (31) days following the Issue
    Date and ending
    on the date which is sixty (60) days
    following the Issue
    Date	113%
	3.       The
        period beginning on
        the date which is
        sixty-one

        (61)
        days following
        the Issue Date
        and ending on the date
        which is ninety (90) days
        following the Issue Date
	118%
	4.       The
        period beginning on the date
        that is ninety-one

        (91)
        day from
        the Issue Date
        and ending one hundred
        twenty (120) days
        following
        the Issue
        Date
	123%
	5.
    The period beginning
    on the date that is one
    hundred twenty-one (121) day from
    the Issue Date and
    ending one hundred fifty (150)
    days following the
    Issue Date	128%
	6.The
    period beginning on
    the date that is one hundred fifty-one
    (151) day from the Issue
    Date and ending
    one hundred eighty (180) days
    following the Issue Date	133%


 


After
the expiration of one hundred eighty (180) days
following the Issue Date, the Borrower shall
have no right of prepayment. 


 


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1 
Distributions
on Capital
Stock. So long
as the Borrower shall have
any obligation under this Note,
the Borrower shall not without the
Holder’s written consent (a) pay,
declare or set apart for such
payment, any dividend or other
distribution (whether in cash, property
or other securities) on shares
of capital stock other than dividends
on shares of Common




    	13 



    	 



    

 


 


Stock
solely in the form
of additional shares of Common Stock or
(b) directly or
indirectly or through any
subsidiary make any
other payment or distribution
in respect of its capital
stock except for distributions pursuant to any
shareholders’ rights plan which
is approved by a majority of the Borrower’s
disinterested directors.


 


2.2 
Restriction
on Stock
Repurchases.
So long
as the
Borrower shall have any
obligation under this Note,
the Borrower shall not without
the Holder’s written consent redeem, repurchase
or otherwise acquire (whether for
cash or in exchange for property
or other securities or otherwise) in
any one transaction or series
of related transactions any
shares of capital stock of the
Borrower or any warrants, rights
or options to purchase
or acquire any such
shares.


 


2.3 
Borrowings.
So long
as the Borrower
shall have any
obligation under this Note, the
Borrower shall not, without the Holder’s
written consent, (a) create, incur, assume guarantee, endorse, contingently
agree to purchase
or otherwise become
liable upon the obligation of
any other person, firm, partnership, joint
venture or corporation, except by
the endorsement of negotiable instruments for
deposit or collection, or (b)
suffer to exist
any liability for borrowed money,
except in each
case for any borrowings that does not render
the Borrower a "Shell" company
as defined in Rule 12b-2
under the Securities Exchange Act of 1934.


 


2.4 
Sale of Assets.
So long
as the Borrower shall have
any obligation under this Note, the
Borrower shall not, without the Holder’s
written consent, sell, lease or
otherwise dispose of any significant portion
of its assets outside the ordinary
course of business. Any consent to the
disposition of any assets may be
conditioned on a specified use of the
proceeds of disposition.


 


2.5 
Advances and Loans.
So long
as the Borrower shall have any
obligation under this Note, the Borrower
shall not, without the
Holder’s written consent, lend
money, give credit or make advances
to any person, firm,
joint venture or corporation, including,
without limitation, officers, directors, employees,
subsidiaries and affiliates of the Borrower, except loans, credits
or advances (a) in
existence or committed on the
date hereof and which the Borrower
has informed Holder in writing
prior to the date hereof,
(b) made in the ordinary course
of business or (c) not in excess
of $100,000.


 


 


ARTICLE
III. EVENTS OF
DEFAULT


 


If
any of the
following events of default (each, an “Event of
Default”) shall occur:




    	14 



    	 



    

 


 


3.1 
Failure
to Pay
Principal
or Interest.
The Borrower fails
to pay the
principal hereof or interest
thereon when due on this Note,
whether at maturity,
upon acceleration or otherwise.


 


3.2 
Conversion and the
Shares. The
Borrower fails
to issue shares
of Common Stock to the Holder (or
announces or threatens
in writing that it
will not honor its obligation
to do so) upon
exercise by the
Holder of the conversion rights of the
Holder in accordance with the terms
of this Note, fails to transfer
or cause its
transfer agent to transfer
(issue) (electronically or in certificated form)
any certificate for shares of
Common Stock issued to the
Holder upon conversion of or
otherwise pursuant to this
Note as and when required by this
Note, through willful hindrances on the part of the Borrower, the
Borrower directs its transfer
agent not to transfer or delays,
impairs, and/or hinders its transfer
agent in transferring (or issuing) (electronically
or in certificated form) any
certificate for shares of Common
Stock to be issued to the
Holder upon conversion of or otherwise
pursuant to this Note
as and when required by this Note,
or fails to remove (or
directs its transfer agent
not to remove or
impairs, delays, and/or hinders
its transfer agent from
removing) any restrictive
legend (or to withdraw any stop
transfer instructions in respect thereof)
on any certificate for any shares
of Common Stock issued to the
Holder upon conversion of or otherwise
pursuant to this Note as
and when required by this Note
(or makes any written announcement, statement
or threat that it does not intend
to honor the obligations described in this
paragraph) and any such failure shall
continue uncured (or any written
announcement, statement or threat not to
honor its obligations shall not
be rescinded in writing)
for three (3) business days after the
Holder shall have delivered a Notice
of Conversion. It is an obligation of
the Borrower to remain current in
its obligations to its
transfer agent. It shall be
an event of default of
this Note, if a conversion of this
Note is delayed, hindered or
frustrated due to a balance
owed by the Borrower to its
transfer agent. If at
the option of the Holder, the
Holder advances any funds to the Borrower’s
transfer agent in order to process
a conversion; such advanced funds shall be
paid by the Borrower to the
Holder within forty eight (48) hours
of a demand from the Holder.


 


3.3 
Breach
of Covenants.
The Borrower
breaches any material
covenant or other material term or
condition contained in this
Note and any
collateral documents including but not
limited to the
Purchase Agreement and such breach
continues for a period of ten (10) days
after written notice thereof to
the Borrower from the Holder.


 


3.4 
Breach
of Representations
and Warranties.
Any representation or
warranty of the
Borrower made herein or
in any agreement, statement
or certificate given in
writing pursuant hereto or in
connection herewith (including, without limitation,
the Purchase Agreement), shall be false or
misleading in any material respect
when made and the breach of which
has (or with
the passage of
time will have) a material
adverse effect on the rights of the Holder with
respect to this Note or
the Purchase Agreement.




    	15 



    	 



    

 


 


3.5 
Receiver
or Trustee.
The Borrower
or any subsidiary of the Borrower shall
make an assignment for the benefit of
creditors, or apply for or consent
to the appointment of a receiver
or trustee for it or
for a substantial part of its
property or business, or
such a receiver or trustee shall
otherwise be appointed.


 


3.6 
Judgments.
Any money
judgment, writ
or similar process shall
be entered or filed against the
Borrower or any subsidiary of the Borrower
or any of
its property or other assets
for more than $100,000, and
shall remain unvacated, unbonded
or unstayed for a period
of twenty (20) days unless otherwise
consented to by the Holder, which consent
will not be unreasonably withheld.


 


3.7 
Bankruptcy.
Bankruptcy, insolvency,
reorganization or liquidation proceedings
or other proceedings, voluntary or
involuntary, for relief under any
bankruptcy law or any law
for the relief of debtors shall
be instituted by or against the
Borrower or any subsidiary
of the Borrower.


 


3.8 
Delisting
of Common
Stock. The Borrower
shall fail to
maintain the listing of the
Common Stock on at least one of the
OTC (which specifically includes the Pink
Sheets electronic quotation system)
or an equivalent replacement
exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the
New York Stock Exchange, or the
NYSE MKT.


 


3.9  
Failure
to Comply
with the
Exchange Act.
The Borrower shall fail to
comply with the reporting requirements
of the Exchange Act; and/or the
Borrower shall cease to
be subject to the reporting requirements
of the Exchange Act, provided that the Company’s failure to timely file the
Company’s quarterly report on Form 10-Q for the period ended July 31, 2016 as long as it is filed by December 14, 2016,
shall not be deemed an Event of Default hereunder. 


 


3.10         
Liquidation. Any
dissolution, liquidation,
or winding up of Borrower or
any substantial portion of its
business.


 


3.11         
Cessation
of Operations.
Any cessation of operations by
Borrower or Borrower admits it is otherwise generally
unable to pay its
debts as such debts become due,
provided, however, that any disclosure of the
Borrower’s ability to continue
as a “going concern” shall
not be an admission that the
Borrower cannot pay its debts
as they become due.


 


3.12         
Maintenance
of Assets.The
failure by
Borrower to
maintain any material
intellectual property rights, personal,
real property or other assets
which are necessary to
conduct its business (whether now
or in the future).


 


3.13         
Financial Statement
Restatement.
The restatement of any financial statements
filed by the Borrower with
the SEC for any
date or period from two years
prior to the Issue
Date of this Note and until this
Note is no longer
outstanding, if the result of such
restatement would, by comparison
to the unrestated financial
statement, have constituted a




    	16 



    	 



    

 


 


material
adverse effect
on the rights of the Holder with respect
to this Note
or the Purchase Agreement.


 


3.14         
Reverse
Splits.The
Borrower effectuates
a reverse split of its
Common Stock without twenty (20) days
prior written notice to the Holder.


 


 


3.15         
Replacement of
Transfer Agent.
In the event that the Borrower
proposes to replace its
transfer agent, the Borrower fails
to provide, prior to the
effective date of such replacement,
a fully executed Irrevocable Transfer Agent
Instructions in a form as initially
delivered pursuant to the
Purchase Agreement (including but not limited to the
provision to irrevocably reserve shares of Common
Stock in the Reserved Amount)
signed by the successor transfer agent
to Borrower and the
Borrower.


 


 


3.16         
Cross-Default.
Notwithstanding anything to
the contrary contained in this
Note or the other related or
companion documents, a breach or default
by the Borrower of any
covenant or other term or condition
contained in any of the Other Agreements,
after the passage of all applicable notice
and cure or grace periods, shall,
at the option of the Holder, be
considered a default under this
Note and the
Other Agreements, in which event the Holder shall
be entitled (but in no event required)
to apply all rights and remedies
of the Holder under the terms of this
Note and the Other Agreements
by reason of a default under said
Other Agreement or hereunder. “Other
Agreements” means, collectively, all agreements and instruments between, among
or by: (1) the
Borrower, and, or for the benefit
of, (2) the Holder and any affiliate
of the Holder, including, without limitation,
promissory notes; provided, however, the term “Other Agreements”
shall not include the
related or companion documents to this
Note. Each of the loan transactions
will be cross-defaulted with each other loan transaction and with all other
existing and future debt of Borrower
to the Holder. For the
avoidance of doubt it is only
considered a Cross Default and
therefore an Event of Default in
the event that the Borrower is In default
of the Note or any other agreements
with the Holder and does not refer to agreements
the Borrower has with third
parties.


 


 


 


Upon
the occurrence of any
Event of Default specified in
Section 3.1 (solely with respect to failure
to pay the principal hereof or
interest thereon when due at
the Maturity Date), the Holder
shall have the right, with written (e-mail is acceptable) notice to Borrower, to declare
the Note shall become immediately due
and payable and the Borrower upon
receipt of such notice, the Borrower
shall pay to
the Holder, in full satisfaction
of its obligations hereunder, an amount
equal to the
Default Sum (as defined herein). UPON THE OCCURRENCE
OF ANY EVENT OF DEFAULT
SPECIFIED IN SECTION 3.2, WITH NOTICE FROM
BORROWER,THE NOTE SHALL BECOME IMMEDIATELY
DUE AND PAYABLE AND




    	17 



    	 



    

 


 


THE
BORROWER SHALL PAY TO THE HOLDER, IN
FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT EQUAL
TO: (Y) THE DEFAULT SUM (AS DEFINED
HEREIN); MULTIPLIED BY (Z) TWO (2). Upon
the occurrence of any Event of
Default, other than Section
3.2, exercisable through the delivery
of written notice to the Borrower by such
Holders (the “Default Notice”), the
Note shall become immediately due and payable
and the Borrower shall pay to
the Holder, in full satisfaction of
its obligations hereunder, an
amount equal to the greater of
(i) 150% times the sum of (w) the
then outstanding principal amount of this
Note plus (x) accrued and
unpaid interest on the unpaid principal
amount of this Note to the date of
payment (the “Mandatory Prepayment Date”) plus
(y) Default Interest, if any,
on the amounts referred to in clauses
(w) and/or (x) plus (z) any amounts
owed to the Holder pursuant to Section
1.4(g) hereof (the then outstanding
principal amount of this Note to
the date of payment plus the
amounts referred to in clauses (x), (y)
and (z) shall collectively be
known as the
“Default Sum”) or (ii) the
“parity value” of the Default
Sum to be prepaid,
where parity value means (a) the
highest number of shares of Common Stock
issuable upon conversion of or
otherwise pursuant to such Default
Sum in accordance with Article
I, treating the Trading Day immediately
preceding the Mandatory Prepayment Date as
the “Conversion Date” for purposes of
determining the lowest applicable Conversion Price,
unless the Default Event arises
as a result of a breach in
respect of a specific Conversion
Date in which case such Conversion Date shall
be the Conversion Date), multiplied
by (b) the highest Closing
Price for the Common Stock during
the period beginning on the date of
first occurrence of the Event
of Default and ending one
day prior to the Mandatory Prepayment Date (the
“Default Amount”) and all other amounts
payable hereunder shall immediately become due and payable, all without demand,
presentment or notice, all of which
hereby are expressly waived, together with all costs, including,
without limitation, legal fees
and expenses, of collection, and
the Holder shall be entitled
to exercise all other rights
and remedies available at law or in equity.


 


If
the Borrower
fails to pay
the Default Amount within five
(5) business days of written notice
that such amount is due
and payable, then the Holder shall
have the right at any
time, so long
and to the extent that there are
sufficient authorized shares, to require the
Borrower, upon written notice, to
convert the Default Amount into shares
of Common Stock of the Borrower
pursuant to Section 1.1 hereof.


 


 


ARTICLE
IV. MISCELLANEOUS


 


4.1 
Failure
or Indulgence
Not Waiver.
No failure or delay
on the part of the Holder in
the exercise of any power, right
or privilege hereunder shall operate
as a waiver thereof, nor shall
any single or
partial exercise of any
such power, right or privilege
preclude other or further exercise
thereof or of any other
right, power or privileges. All
rights and remedies existing hereunder
are cumulative to, and
not exclusive of, any rights or
remedies otherwise available.




    	18 



    	 



    

 


 


4.2 
Notices.
All notices,
demands, requests, consents,
approvals, and other communications required or
permitted hereunder shall be in
writing and, unless otherwise specified herein, shall
be (i) personally served, (ii) deposited in
the mail, registered or certified,
return receipt requested, postage prepaid,
(iii) delivered by reputable air
courier service with charges prepaid,
or (iv) transmitted by
hand delivery, telegram, or facsimile,
addressed as set forth below or
to such other address as such
party shall have specified most recently
by written notice. Any notice
or other communication required
or permitted to
be given hereunder shall be
deemed effective (a) upon hand
delivery or delivery by facsimile,
with accurate confirmation generated
by the transmitting facsimile machine,
at the address or
number designated below (if delivered
on a business day during normal
business hours where such
notice is to be
received), or the first business day
following such delivery (if delivered other than on a business
day during normal business hours where
such notice is to be
received) or (b) on the second
business day following
the date of mailing by express
courier service, fully prepaid,
addressed to such address, or
upon actual receipt of
such mailing, whichever shall first occur. The addresses
for such communications shall
be:


 


If
to the
Borrower, to:


  JAMMIN
JAVA CORP.


  730
Tejon St.


  Denver,
Colorado 80211 


  Attn:
ANH TRAN, President


  facsimile:


 


With
a copy
by fax only to
(which copy shall
not constitute notice):





The
Loev Law Firm, PC


Attn:
David M. Loev, Esq. 6300 West Loop South


Suite
280


Bellaire,
Texas 77401





Facsimile
(713) 524-4122


    If
to the Holder:


VIS
VIRES GROUP, INC.


111
Great Neck Road – Suite 216, Great
Neck, NY 11021


Attn:
Curt Kramer, President


e-mail:
info@visviresgroup.com 


 


With
a copy
by fax only to
(which copy shall
not constitute notice): Naidich
Wurman LLP




    	19 



    	 



    

 


 


111
Great Neck Road – Suite 214


Great
Neck, NY 11021


facsimile:
516-466-3555


 


4.3 
Amendments.
This Note
and any provision hereof
may only be amended by an
instrument in writing signed by
the Borrower and the
Holder. The term “Note” and
all reference thereto, as
used throughout this instrument, shall
mean this instrument (and the
other Notes issued pursuant to
the Purchase Agreement) as originally
executed, or if later amended
or supplemented, then as so amended
or supplemented.


 


4.4 
Assignability.
This Note
shall be binding upon the
Borrower and its successors and
assigns, and shall inure to be
the benefit of the Holder and its
successors and assigns.
Each transferee of this Note must
be an “accredited investor” (as
defined in Rule 501(a)
of the 1933 Act). Notwithstanding
anything in this Note to the
contrary, this Note may be
pledged as collateral in connection
with a bona fide margin
account or other lending arrangement.


 


4.5 
Cost of
Collection.
If default
is made in the
payment of this Note, the Borrower
shall pay the Holder hereof
costs of collection, including reasonable attorneys’ fees.


 


4.6 
Governing
Law.
This Note
shall be
governed by and
construed in
accordance with the laws
of the State of New York without
regard to principles
of conflicts of laws. Any action brought by
either party against the other concerning the transactions contemplated by
this Note shall be brought only
in the state courts of New York or
in the federal courts located
in the state and county
of Nassau. The parties
to this Note
hereby irrevocably waive any objection
to jurisdiction and venue of any action
instituted hereunder and shall
not assert any defense based on lack
of jurisdiction or venue
or based upon forum non conveniens.
The Borrower and Holder waive trial
by jury. The
prevailing party shall be
entitled to recover from the
other party its reasonable
attorney's fees and costs. In
the event that any provision of
this Note or any
other agreement delivered in
connection herewith is invalid
or unenforceable under any
applicable statute or rule of law, then
such provision shall be deemed inoperative to
the extent that it may conflict
therewith and shall be
deemed modified to conform with such
statute or rule of law. Any
such provision which may
prove invalid or unenforceable
under any law shall
not affect the validity
or enforceability of any
other provision of any agreement.
Each party hereby irrevocably
waives personal service of process and consents
to process being
served in any
suit, action or
proceeding in connection
with this Agreement or any
other Transaction Document by mailing
a copy thereof via
registered or certified mail
or overnight delivery (with evidence
of delivery) to such
party at the address in
effect for notices to
it under this Agreement and agrees
that such service shall constitute
good and sufficient service of process
and notice thereof. Nothing contained herein
shall be deemed to limit in
any way any right to serve
process in any other manner
permitted by law.




    	20 



    	 



    

 


 


4.7 
Certain Amounts.
Whenever pursuant to
this Note the Borrower is
required to pay
an amount in excess
of the outstanding principal amount (or the
portion thereof required to be paid
at that time) plus accrued
and unpaid interest plus Default
Interest on such interest, the Borrower and
the Holder agree that the actual damages
to the Holder from
the receipt of cash payment
on this Note may be difficult
to determine and the amount to
be so paid by
the Borrower represents stipulated
damages and not a penalty
and is intended to
compensate the Holder in part for
loss of the opportunity to
convert this Note and
to earn a return from
the sale of shares of Common
Stock acquired upon conversion
of this Note at a price
in excess of the
price paid for such shares
pursuant to this Note. The
Borrower and the Holder hereby
agree that such amount of
stipulated damages is not plainly
disproportionate to the possible loss
to the Holder from
the receipt of a cash payment
without the opportunity to convert this
Note into shares of Common Stock.


 


4.8 
Purchase Agreement.
By its
acceptance of this
Note, each
party agrees to be
bound by the
applicable terms of the Purchase
Agreement.


 


4.9 
Notice
of Corporate Events.
Except as otherwise provided below, the Holder of
this Note shall
have no rights as a Holder
of Common Stock unless and only
to the extent that it
converts this Note into
Common Stock. The Borrower shall
provide the Holder with
prior notification of any meeting of
the Borrower’s shareholders (and copies
of proxy materials and other information
sent to shareholders). In the event of
any taking by the
Borrower of a record of its
shareholders for the purpose of determining
shareholders who are entitled to receive
payment of any dividend or other distribution,
any right to subscribe for, purchase
or otherwise acquire (including
by way of merger, consolidation,
reclassification or recapitalization)
any share of any
class or any
other securities or property,
or to receive any other right,
or for the purpose of determining shareholders
who are entitled to vote
in connection with any proposed
sale, lease or
conveyance of all or substantially
all of the assets of the Borrower
or any proposed liquidation, dissolution
or winding up of
the Borrower, the Borrower shall
mail a notice to
the Holder, at least twenty (20)
days prior to the
record date specified therein
(or thirty (30) days
prior to the consummation of the
transaction or event,
whichever is earlier), of the
date on which any such
record is to be
taken for the purpose of such dividend, distribution, right or other event,
and a brief statement regarding
the amount and character of such
dividend, distribution, right or other event
to the extent known at
such time. The
Borrower shall make
a public announcement of any
event requiring notification to
the Holder hereunder substantially simultaneously
with the notification to
the Holder in accordance
with the terms of this Section 4.9.


 


4.10         
Remedies. The
Borrower acknowledges
that a breach by it
of its obligations hereunder will cause irreparable
harm to the Holder, by vitiating
the intent and purpose of the
transaction contemplated hereby. Accordingly,
the Borrower acknowledges that
the remedy at law for
a breach of its obligations
under this Note will be
inadequate and agrees, in the
event of a breach or threatened
breach by the Borrower of
the provisions of this Note, that the Holder shall be entitled, in
addition to all other available
remedies at law or in
equity, and in




    	21 



    	 



    

 


 


addition
to the
penalties assessable herein,
to an injunction
or injunctions restraining, preventing
or curing any breach of this Note
and to enforce specifically the
terms and provisions thereof, without the necessity
of showing economic loss and
without any bond or other security
being required.


 


 


 


IN
WITNESS WHEREOF, Borrower has caused
this Note to be
signed in its
name by its duly
authorized officer this November 15, 2016.


 


JAMMIN
JAVA CORP.


 


	By:
/s/   Anh Tran	
	              ANH
TRAN	 



President




    	22 



    	 



    

 


 


EXHIBIT
A -- NOTICE OF CONVERSION


 


The
undersigned hereby
elects to
convert $principal
amount of the
Note (defined below) into that number
of shares of Common Stock to be issued pursuant to the
conversion of the Note (“Common
Stock”) as set forth
below, of JAMMIN JAVA
CORP., a Nevada corporation (the “Borrower”) according to the
conditions of the convertible note of
the Borrower dated as of November
15, 2016 (the “Note”), as of
the date written below. No
fee will be charged to the Holder for
any conversion, except
for transfer taxes, if any.


 


Box
Checked as
to applicable instructions:


 


[
] The Borrower shall electronically
transmit the Common Stock issuable pursuant to
this Notice of Conversion to the
account of the undersigned or its nominee
with DTC through its Deposit Withdrawal Agent
Commission system (“DWAC
Transfer”).


 


Name
of DTC
Prime Broker: Account Number:


 


[
] The undersigned hereby requests that
the Borrower issue a certificate
or certificates for the number
of shares of
Common Stock set forth below (which
numbers are based on the Holder’s
calculation attached hereto) in the name(s)
specified immediately below or,
if additional space is
necessary, on an attachment hereto:


 


VIS
VIRES GROUP, INC.


111
Great Neck Road – Suite 216,


Great
Neck, NY 11021
Attention: Certificate Delivery


e-mail:
info@visviresgroup.com


 


Date
of Conversion:


 


Applicable
Conversion Price:$



Number
of Shares
of Common
Stock to be Issued


Pursuant
to Conversion of the
Notes:



Amount
of Principal Balance
Due remaining


Under
the Note after this conversion:



 


VIS
VIRES GROUP, INC.


 


By:
__________________


Name:Curt
Kramer


Title:President




 


23